(Form 53-4) Capital Increase Report Form Tirathai Public Company Limited We, Tirathai Public Company Limited (the 'Company' or 'TRT"), hereby reports the resolution of the Board of Directors No.1/2009 held on 26th February 2009 at 15.00 pm, TRT's Meeting Room, located at 516/1 Bangpoo Industrial Estate, Tambon Prakekasa, Ampur Muang, Samutprakran, in regarding to the capital increase and the allotment of new shares as follows: 1. Capital increase: The Board of Directors has concluded in the meeting to increase the registered share capital, with the amount of Baht 77,679,500, by issuing 77,679,500 ordinary shares, with par value of Baht 1 per share, from the existing registered share capital of Baht 202,642,500, with par value of Baht 1, to Baht 280,322,000. 2. Allotment of new shares: The Board of Directors has concluded to allocate 77,679,500 ordinary shares at the par value of Baht 1 per share, totaling Baht 77,679,500 as per detailed below: Allotted to Number of Ratio Offer price Subscription Note Shares (existing per share and payment : new) (Baht) period Existing Shareholders 67,547,500 3 : 1 0.00 - See Remark 1 Employee Stock Ownership Program (ESOP) 10,132,000 - 0.00 - See Remark 2 Remark 1. Summary Details of Warrants to purchase ordinary shares of Tirathai Public Company Limited (TRT) No.1 (TRT-W1) for the existing shareholders Issuer : Tirathai Public company Limited ("Company" or "TRT") Type of Security :Warrants for ordinary shares of Tirathai Public Company Limited number 1, offered to the existing shareholders ("Warrants" or "TRT-W1") Type of Warrants:Nominated and transferable Number of Warrants in issuance and offering:Not exceeding 67,547,500 units Number of new ordinary shares to be issued to accommodate the Warrants : 67,547,500 newly issued ordinary shares of TRT to accommodate the exercise rights of Warrants no.1 (TRT-W1), together with 10,132,000 newly issued ordinary shares of TRT to accommodate the ESOP's Warrants, totaling 77,679,500 shares (par value of THB 1.00 per share). As of 5th of February 2008, TRT had a total of 101,321,250 fully paid ordinary shares outstanding (par value of THB 2.00 per share). At this stage, the Company is in the process of seeking approval to change its par value from THB 2.00 per share to THB 1.00 per share (subject to approval from the General Shareholders' Meeting) Offering Method : Offer to the existing shareholders of the Company, whose names appear on the shares registered book at the closing date to be confirmed (to be announced by the Board of Directors), and at the ratio of 3 ordinary shares to 1 unit of warrant (any fraction from the calculation will be disregarded) Offering Price:-None-THB 0 per unit Date of Issuance and Offering :To be confirmed (to be announced by The Board of Directors) Maturity Period of Warrants:2 years from the date of issuance and offering Warrants Exercise Ratio:1 unit of warrant has the right to purchase 1 unit of ordinary share (par value of THB 1.00 per share) (subject to change under the terms and condition of rights adjustment) Exercise Price:THB 3.00 : 1 new ordinary share (par value of THB 1.00 per share) (subject to change under the terms and condition of rights adjustment) Exercise Date:The first time that the warrant holders can exercise their rights is on the last business day of December. Subsequent dates for exercising their rights will be on the last business day of June and December of the subsequent years throughout the warrant maturity period. The first exercise date will be on the last business day of December of the issuing year, which is on 30th December 2009 The Last Exercise Date : To be confirmed (subject to approval from the Board of Directors). If the Last Exercise Date is not an official working day, the New Last Exercise Date will be moved to the last official working day prior to the Last Exercise Date mentioned hereunder. Registrar of Warrants : Thailand Securities Depository Company Limited Secondary Market for Warrants : The company shall list the Warrants on the Stock Exchange of Thailand (SET) Secondary Market for ordinary shares derived from the exercise of Warrants : The company shall list the ordinary shares that are derived from the exercise of the Warrants in the Stock Exchange of Thailand (SET)The exercise of warrant to purchase ordinary sharesThe warrant holder is eligible to exercise all rights in full or only partial rights to purchase ordinary shares at each exercise date Detail of contact for the exercise of the Warrants :Accounting and Finance Department Tirathai Public Company Limited 516/1 Moo 4 (Bangpoo Industrial Estate) Sukhumvit Road Praeksa District, Muang Samutraprakarn 10280 Tel 0-2709-4499, 0-2323-0818, 0-2709-3237-8 Fax 0-2323-0910, 0-2709-3236 Supporting evidence for subscription: 1. Thai individual: Duly certified copy of identification card 2. Foreign individual: Duly certified copy of passport 3. Thai Juristic Person: Duly certified copy of incorporation, and evidence of the authorized person in either (1) or (2) Foreign Juristic Person: Duly certified copy of corporate documents which are ; Memorandum of Association, Articles of Incorporation, and Certificate of Incorporation, which are certified by Notary Public, and the evidence of the authorized person(S) in either (1) or (2) Remark 2. Summary Details of Warrants for Ordinary Shares of Tirathai Public Company Limited (TRT), No.1 for Directors and employees under Employee Stock Ownership Plan (ESOP) Issuer:Tirathai Public Company Limited ("Company" or "TRT")Objectives and Necessities 1. To motivate and to reward the Company's directors and employees who have contributed to the success of business in the past year. 2. To provide employees the opportunity to have shared ownership of the company. This is to reward and recognize them for their commitments, hardship, and dedication to the Company's success. 3. To motivate and to retain high performing employees, who have high level of competency and work performance that can contribute to the business in long run. Type of Security : Warrants for ordinary shares of Tirathai Public Company Limited that are issued for directors and employees under Employee Stock Ownership Plan (ESOP) Type of Warrants : Nominated and non-transferable, unless by inheritance or beneficiary transfer Number of Warrants in issuance and offering : 10,132,000 units, to be offered to Company's directors and employees Number of new ordinary shares to be issued to accommodate the Warrants: 10,132,000 newly issued ordinary shares of TRT (par value of THB 1.00 per share) to accommodate the ESOP's Warrants, and together with 67,547,500 newly issued shares of TRT to accommodate the existing shareholders' rights of Warrants no.1 (TRT-W1), totaling 77,679,500 shares (par value of THB 1.00 per share). As of 5th February 2008, TRT had 101,321,250 fully paid ordinary shares outstanding (par value of THB 2.00 per share). At this stage, the Company is in the process of seeking approval to change its par value from THB 2.00 per share to THB 1.00 per share (subject to approval from the General Shareholders' Meeting) Offering Price:-None- THB 0 per unit Maturity of Warrants:2 years from the date of issuance and offering of Warrants Exercise Price (THB per one ordinary share) : Equal to the exercise price of the existing holders of Warrants for the Company's ordinary shares issuance No. 1, which is equaled to THB 3.00 (par value of THB 1.00 per share) Exercise Ratio : 1 unit of warrant has the right to purchase 1 unit of ordinary share (par value of THB 1.00 per share) (subject to change under the terms and condition of rights adjustment) Date of Issuance and Offering:To be confirmed. (to be announced by the Board of Directors) Exercise Date : The first time that the warrant holders can exercise their rights is on the last business day of December. Subsequent dates for exercising their rights will be on the last business day of June and December of the subsequent years throughout the warrant maturity period. The first exercise date will be on the last business day of December of the issuing year, which is on 30th December 2009 Exercise Conditions and Period : (1) 1st Exercise Date 30th December 2009. The warrant holders are eligible to exercise no more than 25 percent of the Warrants allocated (2) 2nd Exercise Date 30th June 2010. The warrant holders are eligible to exercise no more than 50 percent of the Warrants allocated (3) 3rd Exercise Date 30th December 2010. The warrant holders are eligible to exercise no more than 75 of the Warrants allocated (4) 4th Exercise Date 30th June 2011. The warrant holders are eligible to exercise no more than 100 of the Warrants allocated (5) 5th Exercise Date (To be confirmed and announced by Board of Directors) The warrant holders are eligible to exercise no more than 100 of the Warrants allocated However, the remaining amounts of Warrants that are not exercised on an exercise date can be accumulated to the amount to be exercised in the next exercise date throughout the warrant maturity. The exception is in the case of passing the last exercise date that the Warrants holders will no longer be eligible to exercise the unexercised Warrants. The unexercised Warrants will be terminated. The Last Exercise Date:To be confirmed. (subject to the approval from the Board of Directors). If the Last Exercise Date is not an official working day, the New Last Exercise Date will be moved to the last official working day prior to the Last Exercise Date mentioned hereunder. Registrar of Warrants:Tirathai Public Company Limited Secondary Market for Warrants:The company shall not list the Warrants on the Stock Exchange of Thailand (SET) Secondary Market for ordinary shares derived from the exercise of Warrants:The company shall list the ordinary shares that are derived from the exercise of the Warrants in the Stock Exchange of Thailand (SET) Detail of contact for the exercise of the Warrants :Accounting and Finance Department Tirathai Public Company Limited 516/1 Moo 4 (Bangpoo Industrial Estate) Sukhumvit Road Praeksa District, Muang Samutraprakarn 10280 Tel 0-2709-4499, 0-2323-0818, 0-2709-3237-8 Fax 0-2323-0910, 0-2709-3236 Supporting evidence for subscription : 1. Thai individual : Duly certified copy of identification card 2. Foreign individual : Duly certified copy of passport 3. Schedule for shareholders meeting to approve capital increase and share allotment The Annual General Meeting of Shareholders No. 1/2009 is to be held on 28th April 2009 at 10.00 am at the following location: Dusitprincess Srinakarin, 53 Srinakarin Road, Nongbon, Pravet Bangkok 4. Request for Approval of capital increase/share allotment from relevant government agency and conditions thereto (if any) Subject to the resolution of Annual General Meeting of Shareholders in regarding to the approval of capital increase/share allotment, the company will register the capital increase/share allotment to the Commercial Business Development Department, Ministry of Commerce 5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase 5.1 To accommodate right offer warrants, No.1 (TRT-W1) to the existing shareholders 5.2 To accommodate Employee Stock Ownership Plan, No.1 (ESOP) to company's directors and employees 5.3 Part of proceed received to be utilized as working capital 5.4 Part of proceed received to collaborate the enhancement of business performance and the expansion of business potential 6. Benefits which the Company will receive from the capital increase/share allotment 6.1 Having Sufficient capital for business operation and expansion of business potential, as well as strengthening Company's financial status. 6.2 Allocating shares to accommodate the rights of newly issued Warrants to purchase company's ordinary shares under the Stock Ownership Plan (No.1). This is to motivate company's directors and employees who are entitled to these Warrants to contribute to the business in long run. 7. Benefits which the shareholders will receive from the capital increase/share allotment 7.1 Proceed received will be utilized as working capital for expansion as well as improvement of Company's performance and profitability 7.2 ESOP Warrants will help motivate employee to perform and stimulate attempts to improve Company's performance from 7.1 and 7.2 shareholders will benefit from higher dividend and appreciation of shares value 8. Other details necessary for shareholders to approve the capital increase/share allotment - None - 9. Schedule of actions in case that the Board of Directors of the Company passes a resolution approving the capital increase or share allotment Action Date1. 1.Book closing to determine shareholders 3rd April 2009 eligibility to attend the Annual General Meeting 2. Annual General Meeting 28th April 2009 3. Register the capital increase with the Within 14 days from the Commercial Business Development Department, date of Annual General Ministry of Commerce Meeting of Shareholders The Company, hereby, certifies that the information contained in this report from is true and complete in all respects. Yours faithfully (Mr.Upakrom Thaweephoke) Executive Director and Company Secretary